Effective: March 30, 2020 Last Updated: March 30. 2020
The Platform connects consumers with restaurants and other food purveyors (collectively, the “restaurants”) to facilitate on-demand delivery or pickup services. Through the Platform, consumers may request that food be made available for pick-up or delivered to them from particular restaurants in New York City. At this time, REPEATS is not working with independent delivery service providers. REPEATS is not a restaurant or food preparation entity. The restaurants available on our Sites operate independently of REPEATS. The restaurants are required to comply with federal, state, and local laws, rules, regulations, and standards pertaining to the preparation, sale, and marketing of food, including, without limitation, food preparation and safety and menu disclosure. REPEATS is not liable or responsible for the restaurants' food preparation or safety and does not verify their compliance with all applicable laws. In addition, REPEATS does not guarantee the quality of what the restaurants or other food purveyors sell, nor does it guarantee the services provided by them, including, without limitation, in those cases where they provide the delivery services or engage another third party delivery service. REPEATS does not independently verify, and is not liable for, representations made by restaurants regarding their food, including, without limitation, any menu- or restaurant-level descriptors or disclosures. REPEATS is not the retailer of any products offered by Merchants, nor is it in the delivery business or a common carrier. REPEATS provides a technology platform facilitating the transmission of orders by consumers to restaurants for pickup or delivery. REPEATS shall not be liable or responsible for any delivery services provided by restaurants, or any errors, negligence or misrepresentations made by any of them. You hereby acknowledge that REPEATS does not supervise, direct, control, manage or monitor a restaurant’s provision of services and expressly disclaims any responsibility or liability for the services performed.
You must be at least eighteen (18) years old to use the Platform. By agreeing to these Terms, you represent and warrant to us: (1) That you are at least eighteen (18) years old; (2) That you have not previously been suspended, banned, or removed from the Platform; and (3) That your registration and your use of the Platform is in compliance with any and all applicable laws and regulations.
To access some features of the Platform, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself (such as your name, credit card information, e-mail address, phone number, profile image, or other contact information). You agree that the information you provide to us is accurate, current, and complete, and that you will keep it up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and any password for Facebook, Google, or other third-party login. You accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, you must immediately notify us. REPEATS will not be liable and you may be liable for losses, damages, liability, expenses, and lawyers’ fees incurred by REPEATS or a third party arising from someone else using your account due to your conduct regardless of whether you have notified us of such unauthorized use. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account.
The Platform is licensed, not sold, to you for use only under the terms of this license. REPEATS reserves all rights not expressly granted to you. Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Sites and/or the Materials for your personal and noncommercial use, solely as expressly permitted by this Agreement and subject to all the terms and conditions of this Agreement, all applicable intellectual property laws, and any Additional Terms (as defined below) contained on the Sites and/or the Materials. Any other use of the Sites and/or the Materials is strictly prohibited. The Sites and the Materials may not be copied, republished, uploaded, posted, transmitted, distributed in any way, and/or modified without our express written permission. Nothing contained on the Sites and/or Materials should be interpreted as granting to you any license or right to use any of the Materials (other than as provided herein) and/or third-party proprietary content on the Sites without the express written permission of REPEATS or the appropriate third-party owner, as applicable. Any rights not expressly granted herein are reserved by REPEATS and REPEATS’ licensors. With the exception of User Content (defined below), the Sites and everything contained therein, including, but not limited to, text, photos, videos, graphics, software, etc.…, (collectively, the "Materials") are owned by or licensed to REPEATS. The Sites and the Materials are protected by copyright, trademark, trade dress, domain name, patent, trade secret and/or other proprietary rights and the laws of the United States. Except as otherwise indicated on the Sites and Materials and except for the trademarks, service marks, logos and trade names of other companies that are displayed on the Sites and Materials, all trademarks, service marks, logos, trade dress, and trade names are proprietary to REPEATS. Please be advised that REPEATS enforces its intellectual property rights to the fullest extent of the law. You may not modify, alter, reproduce, rent, lease, redistribute, sell, sublicense, decompile, reverse engineer, disassemble, or otherwise reduce the Sites and/or the Materials, in whole or in part, to a human-perceivable form for any purpose, including, without limitation, to build a product and/or service competitive with the Sites and its related services. If you breach these license restrictions, or otherwise exceed the scope of the license granted in these Terms, you may be subject to prosecution and legal damages, as well as liability for infringement of intellectual property rights. These Terms will govern any updates provided to you by REPEATS that replace and/or supplement the original App, unless the upgrade is accompanied by a separate license in which case the terms of that license will govern. You are not authorized to download any content from the Sites, including, without limitation, the Materials, and if you do, REPEATS will not be liable or responsible in any way for any damage to any computer system or loss of data that results from such download.
I. User Conduct
By accessing the Sites, you agree:
To comply with all applicable laws in connection with your use of the Sites, including, without limitation, laws regarding online conduct and submission of acceptable User Content;
Not to use the Sites or the services or submit content to the Sites if you are under the age of 13;
Not to use the Sites to purchase alcohol unless you are in a state which allows for such a purchase and you and the alcohol recipient are 21 or older and present a valid photo identification(s) verifying your or the recipient’s age at the time of alcohol delivery;
Not to access the Sites or services using a third party's account/registration without the express consent of the account - holder and not to attempt to impersonate another user or person or any other unauthorized use of another user’s account;
Not to attempt, through any means, to gain unauthorized access to any part of the Sites and/or any service, other account, computer system, and/or network connected to any REPEATS server and not to otherwise use the Sites or services in any manner that could damage, disable, overburden, and/or impair any REPEATS server, or the network(s) connected to any REPEATS server, and/or interfere with any other party's use and enjoyment of the Sites;
Not to advertise to, or solicit, any user, restaurant, or other business to buy or sell any products or services, or use any information obtained from the Sites or the REPEATS services in order to contact, solicit, or advertise or sell to any user, restaurant, or other business, in each case, unless specifically authorized in writing by REPEATS;
Not to deep-link or frame to the Sites and/or access the Sites manually and/or with any robot, spider, web crawler, extraction software, automated process, and/or device or other means to scrape, copy, and/or monitor any portion of the Sites and/or any Materials and/or other content on the Sites, unless specifically authorized in writing by REPEATS;
Not to conduct any scraping, indexing, surveying, data mining, or any other kind of systematic retrieval of data or other content from the Sites;
Not to create or compile, directly or indirectly, any collection, compilation, database, or directory from the Site or Materials;
Not to create restaurant reviews or blog entries for or with any commercial or other purpose or intent that does not in good faith comport with the purpose or spirit of the Sites;
Not to copy, publish, or redistribute any coupon or discount code or act in bad faith in an attempt to manipulate or gain an unintended commercial benefit from incentive offers;
Not to harass, annoy, intimidate, or threaten any REPEATS employees, contractors, or agents engaged in providing any portion of REPEATS's services;
Not to engage in any criminal or tortious activity, including, without limitation, fraud, spamming (including, without limitation, by email or instant message), sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets or otherwise deleting the copyright or other proprietary rights notice from any User Content (as defined below) or from any portion of the Sites or REPEATS's services;
Not to disrupt, interfere with, or otherwise harm or violate the security of the Sites, or any services, system resources, accounts, passwords, servers or networks connected to or accessible through the Sites or affiliated or linked sites (including, without limitation, those of our restaurant partners); and
Not to use the Sites for any unlawful or fraudulent purposes or in any way otherwise inconsistent with any and all applicable laws, rules, and regulations.
You agree to comply with the above user conduct, and agree not to assist or permit any person in engaging in any conduct that does not comply with the above user conduct. REPEATS reserves the right to cancel, terminate, deactivate and/or suspend any user account for violation of any of the above terms and/or for any other reason in the sole discretion of REPEATS. Further, you agree that the consequences of commercial use or re-publication of User Content or Materials from the Sites or other violations of the foregoing proscriptions may be so serious and incalculable that monetary compensation may not be a sufficient or appropriate remedy, and that REPEATS will be entitled to temporary and permanent injunctive relief to prohibit such use or activity without the need to prove damages.
II. Content You Provide
REPEATS may provide you with interactive opportunities (i) on the Sites, including, without limitation, features such as user ratings and reviews, saved favorites, liked items and bookmarked restaurants, user profiles and pictures, as well as (ii) through other communications with you, including, without limitation, through text (“SMS”) or multimedia (“MMS”) messages (collectively, "Interactive Areas"). You represent and warrant that you are the owner of and/or otherwise have the right to provide all information, comments, reviews, ratings, photographs and/or other materials and/or content that you submit, upload, post, publish, and/or otherwise make available to REPEATS through the Sites or otherwise in connection with your use of our services, including, without limitation, information and materials provided or made available in connection with any Facebook, Google, or other third party login (“User Content”). User Content includes, without limitation, textual, visual, or audio content and information, whether transmitted via the Sites, SMS or MMS message, or otherwise.
III. Use of Your Content
You grant REPEATS an irrevocable, transferable, paid up, royalty-free, perpetual, non-exclusive worldwide sublicensable license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works from, distribute, and/or otherwise use User Content in connection with REPEATS's or its partners’ or affiliates’ business and in all forms of media now known or hereafter invented (collectively, the “Uses”) without notification to and/or approval by you. You further grant REPEATS a license to use your username and/or other user profile information, including, without limitation, your ratings history and how long you have been a REPEATS diner, to attribute User Content to you in connection with the Uses, if we choose to do so, again without notification to and/or approval by you. Further, if you provide any suggestions, input, or other feedback relating to the Sites or the services we provide (collectively, the “Feedback”), REPEATS shall have the right to freely and fully exercise and exploit the Feedback in connection with our business or the business of our partners or affiliates, without notice to, approval by, or compensation to you. Accordingly, you hereby grant REPEATS a royalty-free, perpetual, irrevocable, transferable, sublicensable, worldwide, nonexclusive license to all rights necessary to incorporate and use the Feedback for any purpose. User Content transmitted to certain parts of the Sites, including, without limitation, restaurant pages and certain Interactive Areas, may be posted in public areas on our Sites, including, without limitation, in a compilation format, and as such will be publicly visible and accessible. You further understand and agree that you may be exposed to third party User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose. REPEATS and its parents, subsidiaries, affiliates, and each of their officers, directors, employees, successors, assigns, licensors, licensees, designees, business partners, contractors, agents and representatives (collectively, the "Released Parties") will not be responsible for, and you hereby expressly release the Released Parties from, any and all liability for the action of any and all third parties with respect to your User Content, or for any damages you allege to incur as a result of or relating to any third party User Content.
IV. Conduct within Interactive Areas
By transmitting User Content, you agree to follow the standards of conduct below, and any additional standards that may be stated on the Sites. We expect your cooperation in upholding our standards. You are responsible for all of your User Content; REPEATS is not liable for any User Content. You agree not to provide any User Content that:
Is unlawful, harmful to adults or minors, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, profane, offensive, invasive of another's privacy, hateful, and/or racially, ethnically, and/or otherwise objectionable; has a commercial, political, or religious purpose;
Is false, misleading, and/or not written in good faith;
Infringes any patent, trademark, trade secret, copyright, right of privacy and/or publicity, and/or other proprietary rights of any person and/or entity;
Is illegal and/or promotes illegal or tortious activity;
Contains unauthorized advertising and/or solicits users to a business other than those on the Sites; and/or
Is intended to interrupt, destroy, or limit the functionality or integrity of any computer software, hardware, or Materials on the Sites or other websites.
We do our best to encourage civility and discourage disruptive communication on the Sites. We also do our best to discourage communications that incite others to violate our standards. REPEATS may monitor any and all use of the Sites, including, without limitation, interactions between our users; however, we are under no obligation to do so. We may manage the Sites in a manner intended to protect our property and rights and to facilitate the proper functioning of the Sites. If any User Content or conduct on our Sites violates our standards, or any other terms and conditions of this Agreement; or interferes with other peoples' enjoyment of the Materials or our Sites; or is inappropriate in our judgment; we reserve the right, in our sole discretion, to change, delete or remove, in part or in full, any such User Content or Materials, and we further reserve the right to terminate or suspend access to any Interactive Areas or any Sites. REPEATS will cooperate with local, state, and/or federal authorities to the extent required by applicable law in connection with User Content.
V. Ratings and Reviews
The Sites and other Interactive Areas may allow you to rate (“Ratings”) and post reviews (“Reviews”) of restaurants and other businesses. Such Ratings and Reviews are considered User Content and are governed by the terms and conditions of this Agreement, including, without limitation, your agreement regarding your use of Interactive Areas and the Sites' standards of conduct. Ratings and Reviews are not endorsed by REPEATS, and do not represent the views of REPEATS or of any affiliate or partner of REPEATS. REPEATS does not assume liability for Ratings and Reviews or for any claims, liabilities, or losses resulting from any Ratings and Reviews. We strive to maintain a high level of integrity with our Ratings and Reviews and other User Content. Therefore, all Ratings and Reviews must comply with the following criteria: (1) before posting a Rating or Review, you must have had first-hand experience with the restaurant within the 7-day period prior to your review; (2) you may not have a proprietary or other affiliation with either the restaurant or any of its competitors; (3) you may not draw any legal conclusions regarding the restaurants' products, services, or conduct; and (4) your review must otherwise comply with the terms of this Agreement. Any Rating and/or Review that we determine, in our sole discretion, could diminish the integrity of the Ratings and Reviews, the Materials and/or the Sites may be removed or excluded by us without notice.
5.1. General Payment Terms
You understand that the prices for product or menu items displayed through the Platform may differ from the prices offered or published by restaurants for the same product or menu items and/or from prices available at other third-party websites/mobile applications. REPEATS has no obligation to itemize its prices, and prices for product or menu items displayed through the Platform may not be the lowest prices at which the product or menu items are sold. Because of the nature of the Platform, REPEATS does not always know how much a restaurant will charge for a particular product or menu item. Where your cart includes product or menu items for which REPEATS does not know the exact price to be charged by the restaurant, REPEATS may designate an estimated subtotal for such product and menu items (the “Estimated Subtotal”). Similarly, where REPEATS does not know the exact price of certain or all fees associated with the order, including any applicable taxes, we may designate an estimate for such fees (the “Estimated Fees”). If you have included product or menu items in your cart that are subject to Estimated Subtotal and/or Estimated Fees, we will provide you with an estimated total. Restaurants may charge more or less than the Estimated Subtotal for products or menu items you order. Similarly, we may charge more or less than the Estimated Fees based upon the final prevailing price of the restaurant. In some cases, we may not be able to provide Estimated Subtotal or Estimated Fees. REPEATS reserves the right to determine final prevailing pricing of all product or menu items ordered through the Platform. In cases in which prevailing pricing is different than the Estimated Subtotal and/or Estimated Fees, what you are ultimately charged may be different than the estimated total. You acknowledge and agree to pay the prevailing pricing and fees, even if they differ from the Estimated Subtotal and/or Estimated Fees. REPEATS reserves the right to change its prices at any time in its sole discretion. REPEATS will charge the payment method you specify at the time of purchase or as otherwise specified by you in your account information. We may also place a pre-authorization hold on your payment method, as described in Section 4.2. Charges paid by you are final and non-refundable. REPEATS has no obligation to provide refunds or credits. However, REPEATS, in its sole discretion, may provide consumers with refunds, courtesy delivery or product credits, or make promotional offers with different features and different rates to any consumers, which are subject to these Terms (see Credits section below). In the event that any refund, modification, adjustment, or discount is applied to an order, whether by REPEATS or a vendor, the initial gratuity amount shall remain in full and shall not be reduced in proportion with any other deductions. We accept the following bank or credit cards: Visa, MasterCard, American Express and Discover. We use a third-party service provider for payment services (e.g., credit card transaction processing, merchant settlement, and related services). You hereby consent to provide and authorize REPEATS Delivery INC. and its third-party service provider to share any information and payment instructions you provide to the extent required to complete payment transactions in accordance with this Agreement, including personal, financial, credit card payment, and transaction information. We are not responsible for any fees or charges that your bank, credit card, or other financial institution issuer may apply. The risk of loss and title for items purchased by you passes to you upon our delivery of the items to the carrier. If you would like to receive a refund for any reason, please contact us at firstname.lastname@example.org. Refunds will be issued by us in our sole discretion.
REPEATS, in its sole discretion, may offer a referral program (“Referral Program”), allowing consumers to earn courtesy delivery or product credits, or other promotional rewards (“Referral Program Rewards”) by inviting their eligible friends to register as new REPEATS consumers using a unique referral code (“Referral Program Codes”). Referral Program Codes must be used for the intended audience and purposes, and may not be sold or transferred in any manner or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by REPEATS. Referral Program Rewards may vary by consumer, location, and/or availability. Referral Program Rewards can only be redeemed for REPEATS orders on REPEATS.com or REPEATS app with the latest version, and within areas and times that REPEATS Platform is available. Referral Program Rewards are non-transferrable, may not be resold, and are not redeemable for cash, cash equivalent or other consideration. Referred consumers will be disqualified and will not receive Referral Program Rewards if REPEATS has a record of their name, email, phone number, devise, or credit card having been used for a prior REPEATS order or being linked to an existing active or inactive REPEATS account. You agree we may change the terms and conditions of the Referral Program, terminate the Referral Program, or expire, deduct, limit, or modify your Referral Program Rewards at any time for any reason, including but not limited to, the event that REPEATS determines or believes that your participation in the Referral Program or use or redemption of Referral Program Codes was in error, fraudulent, illegal, or otherwise in violation of these Terms. You can learn more about REPEATS’ Referral Program [here].
Promotional Offers and Credits.
Promotional Offers. REPEATS, in its sole discretion, may make promotional offers with different features and different rates to any consumer. These promotional offers are subject to these Terms and may be valid only for certain consumers as indicated in the offer. A consumer must have a valid REPEATS account with a valid form of accepted payment on file to take advantage of a promotional offer. You agree that promotional offers: (i) may only be used by the intended audience, for the intended purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public, unless expressly permitted by REPEATS; (iii) are subject to the specific terms that REPEATS establishes for such promotional offer; (iv) cannot be redeemed for cash or cash equivalent; (v) may only be applied if all qualifying conditions are met; and (vi) are not valid for use after the date indicated in the offer. Promotional offers can only be redeemed for REPEATS orders on REPEATS.com or REPEATS app with the latest version, and within areas and times that REPEATS Platform is available. Promotional offers are non-transferrable, may not be resold, and are not redeemable for cash, cash equivalent or other consideration. For promotional offers available only to new consumers, consumers will be disqualified and will not be entitled to receive the offer if REPEATS has a record of their name, email, phone number, devise, or credit card having been used for a prior REPEATS order or being linked to an existing active or inactive REPEATS account. Offers cannot be applied retroactively for prior purchases and cannot be combined unless otherwise indicated. REPEATS also reserves the right to disallow the use of any Promotion Offer in combination with any other discount, credit, offer, incentive or reward, including but not limited to, the REPEATS Rewards Program set forth in Paragraph 7. You agree we may change the terms and conditions of an offer, terminate an offer, or expire, withhold, deduct, limit, or modify an offer at any time for any reason. REPEATS reserves the right to withhold or deduct credits or benefits obtained through a promotion in the event that REPEATS determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion terms or these Terms. Promotional offers shall be deemed void and terminated for any order in which the initial purchase amount is subsequently modified, discounted, adjusted down and/or refunded, in part or in full, by REPEATS or a vendor; in such a scenario, the promotional offer will be withdrawn and any discounted amounts will be re-applied to the order and reflected in the final amount. REPEATS reserves the right to modify or cancel an offer at any time. The offer-redeeming consumer is responsible for paying any applicable sales tax related to the use of an offer. REPEATS has no obligation for payment of any tax in conjunction with the distribution or use of any Offer. Credits. REPEATS may, from time to time, issue gratuitous credits in its sole discretion. REPEATS credits will be automatically applied to your next order, can only be redeemed for REPEATS orders on REPEATS.com or on the REPEATS app with the latest version, and within areas and times that REPEATS Platform is available. Credits may be applied toward order subtotals (excluding gratuity) or delivery fee only as indicated in your consumer account. In the event that an order is made which is comprised, at least in part, of a credit and the initial purchase amount is subsequently modified, discounted, adjusted down and/or refunded, in part or in full, by REPEATS or a vendor, then any resulting refund issued by REPEATS will be issued entirely in the form of a credit. The expiration date(s) for such credits can be found in the REPEATS app and/or the credit-issuing email. Credits may not be applied in combination with or concurrently with any other discount, incentive, reward or offer, including but not limited to, Promotional Offers. Credits are non-transferrable, may not be resold, and are not redeemable for cash, cash equivalent or other consideration. Upon expiration, credits will be terminated and removed from your account. Expired credits are no longer redeemable and cannot be used towards any order. If your account is cancelled for any or no reason, you may forfeit any pending, current, or future credits or promotional offers without prior notice to you.
5.2. Payment Authorization
You authorize REPEATS to charge all sums for orders that you make to the payment method designated in your account. If there is a problem charging your selected payment method, we may charge any other valid payment method associated with your account. When you place an order through REPEATS, a temporary pre-authorization hold is placed on your designated payment method to verify that the card is valid and has funds available for your intended purchase. The amount of this pre-authorization hold may be greater or less than the order total quoted at checkout. However, your payment will be captured up to 24 hours after your order is completed or cancelled. In the event that the pre-authorization is greater than the final amount, the difference will be released after your order is completed or cancelled; depending on your bank, it may take up to 5 business days to receive access to these released funds. In the event that the pre-authorization is lower than the final amount, we will either authorize an increase in the original amount or, if unsuccessful, we will capture the increase in amount owed by you in a second authorization. REPEATS also places an initial temporary pre-authorization hold on each new order placed on REPEATS.com and REPEATS app. REPEATS reserves the right to request additional information from you if we have reason to believe, in our sole discretion, that a payment method may be fraudulent.
5.3. Consumer Not Available
REPEATS reserves the right to charge you the full order amount, including any REPEATS fees, if you are not at the designated delivery location when the Courier arrives to complete the delivery or if you fail to pick up an order from a restaurant.
5.4. Cancelled Orders
If you cancel your order, you may be charged depending on what stage the order was in when you cancelled. You will be notified of any applicable charges before you complete your cancellation. You can learn more about order cancellations in our Help Center.
5.5. Returned Items
If an item has to be returned for any reason, you may be subject to a non-refundable $15 return/restocking fee. For alcohol items, the restaurant reserves the right to refuse delivery and return the item(s) if the name on your ID does not match the name on your order, if you are not at least twenty-one (21) years old ("Legal Age"), if you cannot provide a bona-fide government-issued photo identification that shows you are of Legal Age, or if you are visibly intoxicated.
6.1. Third-Party Advertising
The Platform may contain third-party advertising and marketing. By agreeing to these Terms, you agree to receive such advertising and marketing.
REPEATS has partnered up with numerous vendors in order to allow for unique incentives through a system of rewards-based exchanges on the amount of money spent through ordering food and/or other promotional activities offered on the Platform. See detailed list of vendors [here].In no event will REPEATS be liable for any damages whatsoever, whether direct, indirect, general, special, exemplary, compensatory, consequential, and/or incidental, arising out of or relating to any use of REPEATS Rewards Program by you or any third-party, including without limitation, bodily injury, death, emotional distress, and/or any other damages resulting from rewards exchanged through the credit system. Credits and rewards are subject to each Vendor’s Terms and Conditions, which can be found in the links provided below. In some jurisdictions, it is not permitted to limit certain types of liability and therefore such limitations to the extent they exclude such liability may not apply to you. In such jurisdictions, REPEATS’ liability will be limited to the greatest extent permitted by any applicable law.
The Platform, and the media and materials contained in the Platform, including all intellectual property rights in the Platform, are the sole and exclusive property of REPEATS and its licensors. Except for the limited license expressly granted by and to you under these Terms, no other rights, licenses, or immunities are granted or shall be deemed to be granted under these Terms, either expressly, or by implication, estoppel or otherwise. All rights not expressly granted by REPEATS in these Terms are expressly reserved.
10.1. Text Messaging
By using the Platform, you understand and agree that REPEATS and those acting on its behalf may send you text (SMS) messages (potentially including messages generated using an automatic telephone dialing system) at the phone number you provided us. These messages may include operational messages about your use of the Platform, as well as marketing or other promotional messages. You will not be able to use the Platform without agreeing to receive operational text messages. You may opt-out of receiving marketing or other promotional text messages at any time by sending an email to [sms-settings@REPEATS.com] indicating that you no longer wish to receive marketing or other promotional texts along with the phone number of the mobile device receiving the messages, or by following any unsubscribe instructions in the text messages. You may continue to receive text messages for a short period while REPEATS processes your request, and you may also receive text messages confirming the receipt of your opt-out request. If you do not want to receive operational text messages from REPEATS, do not place orders through the Platform. Your agreement to receive marketing texts is not a condition of any purchase or use of the Platform. If you change or deactivate the phone number you provided to REPEATS, you must update your account information to help prevent us from inadvertently communicating with anyone who acquires your old number. Standard data and message rates may apply for SMS and MMS alerts, whether you send or receive such messages. Please contact your Carrier for details
10.2. Push Notifications
When you install our App on your mobile device you agree to receive push notifications, which are messages an app sends you on your mobile device even when the app is not on. You can turn off notifications by visiting your mobile device's "settings" page.
REPEATS may send you emails concerning our products and services, as well as those of third parties. You may opt-out of promotional emails by following the unsubscribe instructions in a promotional email.
10.4. E-SIGN Disclosure
By agreeing to receive text messages, you also consent to the use of an electronic record to document your agreement. You may withdraw your consent to the use of the electronic record by contacting us via email to view and retain a copy of this disclosure or any information regarding your enrollment in this program, you will need (i) a device (such as a computer or mobile phone) with a web browser and Internet access and (ii) either a printer or storage space on such device. For a free paper copy, or to update our records of your contact information, please contact us via email with contact information and the address for delivery.
10.5. Notice of Intellectual Property Infringement
In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, it is the policy of REPEATS, in appropriate circumstances, to terminate the registration account of a user who is deemed to infringe third-party intellectual property rights and/or to remove user content that is deemed to be infringing. If you believe that your work has been copied in a way that constitutes copyright infringement and is displayed on the Platform, please provide substantially the following information to our Copyright Agent (please consult your legal counsel or see 17 U.S.C. Section 512(c)(3) to confirm these requirements):
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
A description of your copyrighted work or other intellectual property that you claim has been infringed;
A description of where the material you claim is infringing is located on the Services (providing us with website URL is the quickest way to help us locate content quickly);
Your address, telephone number, and email address;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
REPEATS’ copyright agent can be reached as follows:
REPEATS Delivery Inc.
401 Broadway #2116
New York, NY 10013
Please note that the above contact information is for intellectual property infringement notices only. DO NOT CONTACT OUR COPYRIGHT AGENT FOR OTHER INQUIRIES OR QUESTIONS. For other inquiries or questions, please contact us via email. Please also note that, pursuant to Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
You are responsible for your use of the Platform, and you agree to defend (at REPEATS’ option), indemnify, and hold harmless REPEATS and its officers, directors, employees, contractors, consultants, affiliates, investors, service providers, business partners, subsidiaries and agents from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with:
Your violation of any of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation;
Your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or
Any dispute or issue between you and any third-party, including any Courier, Restaurant, or other third-party.
REPEATS reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations) and you agree to cooperate with our defense of that claim. If the defense or settlement is assumed by you, REPEATS may at any time thereafter elect to take over control of the defense and settlement of the claim. You must not settle any claim that you are defending on behalf of REPEATS without REPEATS’ prior written consent. This provision does not require you to indemnify REPEATS for any unconscionable commercial practice by such party, or for such party’s gross negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Software or Services. You agree that the provisions in this section will survive any termination of your account, this Agreement, or your access to the Software and/or Services.
YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED BY REPEATS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. REPEATS MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PLATFORM. REPEATS DOES NOT REPRESENT OR WARRANT THAT THE USE OF THE PLATFORM WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; THAT THE PLATFORM OR ANY PRODUCTS OR MATERIALS OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR THAT THE PLATFORM OR THE SERVER(S) THAT MAKE THE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. REPEATS’ PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. REPEATS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. REPEATS RELIES UPON MERCHANTS, INCLUDING, BUT NOT LIMITED TO, RESTAURANTS AND OTHER THIRD-PARTY FOOD AND BEVERAGE PROVIDERS AND RETAILERS TO PROVIDE ACCURATE ALLERGEN AND DIETARY INFORMATION AND GENERAL PRODUCT SAFETY. REPEATS DOES NOT REPRESENT OR WARRANT THAT SUCH INFORMATION ACCESSIBLE THROUGH THE PLATFORM IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, INCLUDING WITHOUT LIMITATION MENUS, NUTRITIONAL AND ALLERGEN INFORMATION, PHOTOS, FOOD QUALITY OR DESCRIPTIONS, PRICING, HOURS OF OPERATION, OR REVIEWS. ALL CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. THE RELIANCE ON ANY INFORMATION PROVIDED THROUGH THE PLATFORM IS SOLELY AT YOUR OWN RISK, INCLUDING WITHOUT LIMITATION NUTRITIONAL AND ALLERGEN INFORMATION. REPEATS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR PLATFORM ADVERTISED OR OFFERED BY A MERCHANT OR OTHER THIRD PARTY THROUGH THE PLATFORM OR ANY HYPERLINKED WEBSITE OR THIRD-PARTY SERVICE, AND REPEATS WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL REPEATS BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OR DAMAGES WHATSOEVER (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, REPUTATION, USE, OR OTHER ECONOMIC ADVANTAGE), EVEN IF REPEATS HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF A WARRANTY, CONTRACT, NEGLIGENCE, TORT, OR OTHER ACTION THAT IN ANY MANNER ARISES OUT OF OR IN CONNECTION WITH THE USE OF, INABILITY TO USE, PERFORMANCE OF, OR SERVICES PROVIDED ON OR THROUGH THE PLATFORM OR BY REPEATS. REPEATS ASSUMES NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, BROWSING OF, OR DOWNLOADING OF ANY MATERIAL FROM THE PLATFORM. REPEATS ASSUMES NO RESPONSIBILITY OR LIABILITY IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH ANY INFORMATION, CONTENT, PRODUCTS, SERVICES, OR MATERIAL AVAILABLE ON OR THROUGH THE PLATFORM, AS WELL AS ANY THIRD PARTY WEBSITE PAGES OR ADDITIONAL WEBSITES LINKED TO THIS PLATFORM, FOR ANY ERROR, DEFAMATION, LIBEL, SLANDER, OMISSION, FALSEHOOD, OBSCENITY, PORNOGRAPHY, PROFANITY, DANGER, INACCURACY CONTAINED THEREIN, OR HARM TO PERSON OR PROPERTY CAUSED THEREBY. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL REPEATS'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN WARRANTY, CONTRACT, OR TORT EXCEED (A) THE AMOUNT PAID BY YOU TO REPEATS OR A REPEATS RESTAURANT, IF ANY, OR (B) $1,000 (WHICHEVER IS LESS). BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS LIABILITY IS LIMITED TO THE GREATEST EXTENT PROVIDED BY LAW. YOU AND REPEATS AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT ARE MATERIAL, BARGAINED-FOR BASES OF THIS AGREEMENT, AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT. YOU AND REPEATS AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT ARE FAIR AND REASONABLE. EXCEPT AS MAY BE OTHERWISE PROVIDED FOR IN THIS SECTION, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM AND SERVICES.
REPEATS may give notice by any means of communication reasonably anticipated to notify you of the information provided. You agree that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing or be delivered in a particular manner. You agree that you have the ability to store such electronic communications such that they remain accessible to you in an unchanged form. By way of example only, such communication may be a general notice on the Platform or via email to the email address listed on your REPEATS account. It is your obligation to update your account information so that we may contact you as may be necessary. Such notice shall be deemed to have been given 48 hours after dispatch. If physical notice (e.g., US Mail) is used, then such notice shall be deemed to have been given 7 days after dispatch.Except as explicitly described in the Dispute Resolution and Arbitration section, you may give notice to REPEATS (such notice shall be deemed given when received by REPEATS) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to REPEATS at the following address:
REPEATS Delivery Inc.
401 Broadway #2116
New York, NY 10013
Attention: Legal Department
You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms in whole or in part at any time to any entity without your notice or consent. Any purported assignment by you in violation of this section shall be void.
These Terms are effective until terminated by you or REPEATS as described below. Your rights under these Terms will terminate automatically without notice from REPEATS if you fail to comply with any of these Terms (including by violating any license restriction contained in these Terms). In addition, REPEATS may in its sole discretion terminate your user account on the Platform or suspend or terminate your access to the Platform at any time without notice. We also reserve the right to modify or discontinue the Platform at any time (including by limiting or discontinuing certain features of the Platform) without notice to you. We will have no liability whatsoever on account of any change to the Platform or any suspension or termination of your access to or use of the Platform. You may terminate these Terms at any time by closing your account, uninstalling the App, and ceasing use of the Platform. Sections 4, 6, 8-17, and 19-20 survive termination of your account or these Terms.
REPEATS is not a party to, has no involvement or interest in, makes no representations or warranties as to, and has no responsibility or liability with respect to any communications, transactions, interactions, disputes or any relations whatsoever between you and any other user, any Courier, or Merchant, or other third party. Disputes between you and REPEATS are subject to this Section 17. You and REPEATS agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions in these Terms.
In the interest of resolving Disputes between you and REPEATS in the most expedient and cost-effective manner, you and REPEATS agree that every Dispute arising in connection with these Terms will be resolved by binding individual arbitration.. Arbitration uses a neutral arbitrator instead of a judge or jury, and can be subject to very limited review by courts. While the parties will be permitted to engage in discovery or exchange of non-privileged information relevant to the dispute, arbitration may allow for more limited discovery allowed for in court. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, the Platform, or your relationship with us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND REPEATS ARE EACH WAIVING THE RIGHT TO GO TO COURT, HAVE A JURY TRIAL, OR TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION.
Despite the provisions of the paragraph directly above, we both agree that nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either of us to: (1) Bring an individual action in small claims court; (2) Pursue an enforcement action through the applicable federal, state, or local agency if that action is available; or (3) File suit in a court of law to address an intellectual property infringement claim.
Any arbitration between you and REPEATS shall be conducted by a single arbitrator, governed by JAMS or its successor pursuant to its Comprehensive Arbitration Rules & Procedures (collectively, “JAMS Rules”), as modified by these Terms, and administered by JAMS. Any appellate panel shall consist of three (3) neutral arbitrators. The JAMS Rules and fee information are available at www.jamsadr.org or by calling JAMS at 1-800-352-5267. The arbitrator is bound by these arbitration terms. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Section 17. An arbitration award shall be final and binding upon the parties with respect to each Dispute. Furthermore, the arbitrator shall not have the authority to grant any remedies that the parties have waived in this Agreement.
17.5. Notice Process
A party who intends to seek arbitration must first send a written notice of the Dispute to the other, by certified mail or Federal Express (signature required), or if we do not have a physical address on file for you, by electronic mail ("Notice").
REPEATS’ address for Notice is:
REPEATS Delivery Inc.
401 Broadway #2116
New York, NY 10013
Attention: Legal Department
The Notice must: (1) Describe the nature and basis of the claim or dispute; and (2) Set forth the specific relief sought ("Demand"). You and REPEATS agree to use good faith efforts to resolve the claim directly, but if an agreement cannot be reached within thirty (30) days after the Notice is received, you or REPEATS may commence an arbitration proceeding. To start an arbitration, you must do the following: (1) Write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (2) Send two copies of the Demand for Arbitration, plus the $250 filing fee, to JAMS, NY Times Building, 620 8th Avenue, New York, NY 10018; and (3) Send one copy of the Demand for Arbitration to REPEATS at 401 Broadway #2116, New York, NY 10013; Attn: General Counsel. During the arbitration, the amount of any settlement offer made by you or REPEATS must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.
If you commence arbitration in accordance with these Terms, you will be required to pay $250 to initiate the arbitration. You are responsible for your own attorneys. If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing. For individuals residing outside the United States, arbitration shall be initiated in the State of New York, United States of America. You and REPEATS further agree to submit to the personal jurisdiction of any federal or state court in New York County, New York in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. If a claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (1) Solely on the basis of documents submitted to the arbitrator; or (2) Through a non-appearance-based telephone hearing. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules. In that case, you agree to reimburse REPEATS for all monies previously disbursed by it that are otherwise your obligation to pay under the JAMS Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.
17.7. No Class or Representative Actions
YOU AND REPEATS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Further, unless both you and REPEATS agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. If any court or arbitrator determines that this “No Class or Representative Actions” section is void or unenforceable for any reason or that an arbitration can proceed on a class or representative basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
17.8. 30-Day Right to Opt Out
You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by submitting a request with your full, legal name; email address; full residential address with zip code; and clearly stating that you are seeking to opt out of the Dispute Resolution and Arbitration Provision of the REPEATS Terms of Service [here]. The notice must be sent within thirty (30) days of your creating an account with REPEATS or the effective date of the first set of Terms containing a Dispute Resolution and Arbitration section, whichever is later; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of these arbitration provisions, REPEATS also will not be bound by them. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NOTHING IN THIS AGREEMENT SHALL SUPERSEDE, AMEND, OR MODIFY THE TERMS OF ANY SEPARATE AGREEMENT (S) BETWEEN YOU AND REPEATS RELATING TO YOUR WORK AS AN EMPLOYEE OR USE OF THE PLATFORM AS AN INDEPENDENT CONTRACTOR, INCLUDING WITHOUT LIMITATION, ANY INDEPENDENT CONTRACTOR AGREEMENT (INCLUDING BUT NOT LIMITED TO THE FLEET AGREEMENT) GOVERNING YOUR SERVICES AS A CONTRACTOR. FOR THE AVOIDANCE OF DOUBT, IF YOU ARE AN INDEPENDENT CONTRACTOR, OPTING OUT OF THE ARBITRATION AGREEMENT SET FORTH IN THIS SECTION 17 WILL NOT AFFECT ANY AGREEMENT BY YOU TO ARBITRATE DISPUTES COVERED BY YOUR INDEPENDENT CONTRACTOR AGREEMENT (INCLUDING BUT NOT LIMITED TO THE FLEET AGREEMENT) WITH REPEATS.
Except for inconsequential changes that do not affect any rights or obligations herein, REPEATS will provide thirty (30) days' notice of any changes to this section by posting on the Platform, sending you a message, or otherwise notifying you when you are logged into your account. Amendments will become effective thirty (30) days after they are posted on the Platform or sent to you, or otherwise notified when you are logged into your account. Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on "Modifications" is not enforceable or valid, then this subsection shall be severed from the section entitled “Dispute Resolution and Arbitration,” and the court or arbitrator shall apply the first Dispute Resolution and Arbitration section in existence after you began using the Platform. You may otherwise reject the change by sending us written notice within thirty (30) days of the change to REPEATS’ address for Notice, in which case your account with REPEATS will be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject, will survive.
Except as explicitly described in the Dispute Resolution and Arbitration section, we reserve the right to update or modify the Terms at any time without prior notice, and such changes will be effective immediately upon being posted through the Platform, except as set forth below. These Terms identify the date of last update. Except as explicitly described in the Dispute Resolution and Arbitration section, your use of the Platform following any such change constitutes your agreement to be bound by the modified Terms. In the case of material changes to these Terms, we will make reasonable efforts to notify you of the change, such as through sending an email to the address you may have used to register for an account, through a pop-up window on the Platform, or other similar mechanism. You acknowledge and agree that if REPEATS modifies any provision of these Terms (including any information referenced at hyperlinks), other than the Dispute Resolution and Arbitration section herein, you will not have a renewed opportunity to opt out of arbitration. You further acknowledge and agrees that unless the Dispute Resolution and Arbitration section herein is materially different from any prior arbitration provision with REPEATS to which you may be bound, your acceptance of these Terms does not create a renewed opportunity to opt out of arbitration (if applicable). Except as explicitly described in the Dispute Resolution and Arbitration section, material changes to these Terms will be effective upon the earlier of: (1) Your first use of the Platform with actual notice of such change, or (2) thirty (30) days from posting of such change. Disputes arising under these Terms will be resolved in accordance with the version of the Terms in place at the time the dispute arose. We encourage you to review these Terms frequently to stay informed of the latest modifications.
You acknowledge and agree that when using the Platform, you may have direct or indirect access or exposure to REPEATS’ confidential information ("Confidential Information"). Confidential Information includes REPEATS’ data, provider IDs, user information, delivery recipient information, delivery provider information, package information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other nonpublic information (whether disclosed in writing or verbally) that REPEATS designates as being proprietary or confidential or that you should reasonably know to treat as confidential. You acknowledge and agree that: (1) all Confidential Information shall remain the exclusive property of the REPEATS; (2) you shall not use Confidential Information for any purpose except in furtherance of your use of the Platform; (3) you shall not disclose Confidential Information to any third party; and (d) you shall not store or keep Confidential Information and shall return or destroy (with confirmation of destruction) all Confidential Information upon the termination of your use of the Platform or at the request of REPEATS. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (1) is or becomes part of the public domain through no action or omission by you; (2) was possessed by you prior to your use of the Platform without an obligation of confidentiality; or (3) is disclosed to you by a third party having no obligation of confidentiality with respect thereto.
Governing Law. These Terms are governed by the laws of the State of New York without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under these Terms, you and REPEATS agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York County, New York for the purpose of litigating any Dispute. We operate the Platform from our offices in New York, and we make no representation that materials included in the Platform are appropriate or available for use in other locations. No joint venture, partnership, employment, or agency relationship exists between you, REPEATS or any third-party provider as a result of the Terms or use of the Platform. Waiver and Severability. Except as explicitly described in the Dispute Resolution and Arbitration section, if any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. The failure of REPEATS to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by REPEATS in writing. Entire Agreement. These Terms comprise the entire agreement between you and REPEATS and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained in these Terms.
To the extent that you are using our mobile applications on an iOS device, you further acknowledge and agree to the terms of this Section 22. You acknowledge that these Terms are between you and REPEATS only, not with Apple Inc. ("Apple"), and Apple is not responsible for the Platform and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support platforms with respect to the Platform. In the event of any failure of the Platform to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Platform. Apple is not responsible for addressing any claims by you or any third party relating to the Platform or your possession and/or use of the Platform, including, but not limited to: (1) Product liability claims; (2) Any claim that the Platform fails to conform to any applicable legal or regulatory requirement; and (3) Claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Platform and/or your possession and use of the mobile application infringes that third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Platform. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (1) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (2) You are not listed on any U.S. Government list of prohibited or restricted parties.